Sterling Bancorp to Merge with Webster Financial In Multi-Billion Dollar Stock Purchase Transaction

Real Estate In-Depth | April 19, 2021

PEARL RIVER—Webster Financial Corporation and Sterling Bancorp jointly announced today (April 19) that their boards of directors have approved by unanimous vote a definitive agreement under which the two companies will combine in an all-stock merger deal that put the market value of the company at approximately $10.3 billion.

Under the terms of the agreement, Sterling will merge into Webster, and Sterling’s shareholders will receive a fixed exchange ratio of 0.463 of a Webster share for each share of Sterling stock they own. Following the closing of the transaction, Webster shareholders will own approximately 50.4% of the combined company, and Sterling shareholders will own approximately 49.6%, on a fully diluted basis.

The combined company will retain the Webster name, establish a new corporate headquarters in Stamford, CT, and have a continued multi-campus presence in the greater New York City area and Waterbury, CT.

“We are excited to combine the best of both companies to create an industry leader,” said Jack L. Kopnisky, president & CEO of Sterling. “Webster and Sterling have much in common: distinguished client service, diversity of revenue, funding sources and assets, and disciplined capital allocation. The increased capabilities and scale of our two organizations are attractive propositions for our clients, communities, shareholders and colleagues.”

“We are bringing together two high-performing organizations with strong cultural and business model alignment to create a powerhouse Northeast bank,” said John R. Ciulla, Chairman, president & CEO of Webster. “This combination provides exceptional financial benefits and enables us to more aggressively invest in key businesses and activities to enhance value for our customers, our communities, our shareholders and our bankers.”

The combined entity will have $63 billion in assets, $52 billion in deposits, and $42 billion in loans and provides scale to deliver best-in-class financial performance and will drive value for all stakeholders.

The combined company’s Northeast footprint is the most densely populated in the nation. Through diversification and scale, commercial banking will unlock opportunities to grow relationships with existing clients and enhance operating leverage, particularly in commercial lending, company officials stated.

The combined company will have more than 200 financial centers in the Northeast market. In addition, it will benefit from the ability to more aggressively grow and invest in HSA Bank, a top health savings platform nationally with 12% market share and strong growth characteristics.

The combined company is projected to generate a ROAA of 1.40% and ROATCE of 17% – among the strongest return profiles nationally.

Jack L. Kopnisky, president & CEO of Sterling, will serve as Executive Chairman of the combined company for 24 months after closing, and will continue in a consulting capacity for an additional 12 months thereafter.

John R. Ciulla, Chairman, president & CEO of Webster, will serve as President & CEO of the combined company until 24 months after closing, at which time he will become Chairman, President & CEO.

The combined company’s executive management team will be comprised of executives from both companies, including Luis Massiani as Chief Operating Officer and Glenn I. MacInnes as Chief Financial Officer.

The board of directors of the combined company will have 15 directors, consisting of eight directors from Webster and seven directors from Sterling, including Kopnisky and Ciulla.

William L. Atwell, current lead independent director of Webster, will serve as lead independent director for 24 months after closing, after which the Lead Independent Director will be a legacy Sterling director.

The merger is expected to close in the fourth quarter of 2021.

J.P. Morgan Securities, LLC acted as lead financial advisor to Webster and rendered a fairness opinion to its board of directors. Piper Sandler & Co. also rendered a fairness opinion to Webster’s board. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Webster.

Citigroup Global Markets Inc. acted as lead financial advisor to Sterling and rendered a fairness opinion to its board of directors. Keefe, Bruyette & Woods, Inc. also rendered a fairness opinion to Sterling’s board. Squire Patton Boggs (US) LLP is serving as legal counsel to Sterling.